GENERAL CONDITIONS OF SALE AND TRADING
(In these Conditions the expression "The Company" means Codan Rubber Limited)
1. These conditions shall govern any sale of goods or services by the Company to the exclusion of any other terms or a Director, or other authorised officer of the Company approves conditions except such as in writing. Quotations are valid for twenty eight days and orders placed thereon are subject to acceptance by the Company.
2. PRICES
a) The Company reserves the right to vary prices (whether specifically quoted or otherwise) to take account of increases in the cost of raw materials, manufacture, packing, currency fluctuations, transport or wages, arising before despatch.
b) Prices are exclusive of VAT or other tax, duty, tariff or charge, arising in the UK or elsewhere.
c) Unless otherwise agreed, prices for goods are ex works.
3. DELIVERY DATES
Any dates given for shipment or delivery are approximate.
4. LIABILITY & WARRANTY
a) The Company does not exclude or limit liability for death or personal injury arising from negligence.
b) Subject to sub clauses c), d) and e), the Company warrants goods and services against:
i) Departures from its usual standards and specifications, or, in the case of goods manufactured to the Customer's specification, departure from the Customer's specification, and defects in materials and workmanship, becoming apparent under normal use within twelve months of delivery of goods, provided such are notified to the Company within twenty eight days of becoming apparent.
ii) Breach of the industrial property rights of which the Company is aware at the date of the contract, except in respect of designs, provided by the Customer.
c) If any goods or services do not comply with sub clauses b) (i) the Company will, at its reasonable option replace the same, rectify the breach, or refund the appropriate part of the price (having regard to any benefit already enjoyed in respect thereof) or take back goods.
d) The Company shall not be liable for
i) Design defects, unless new design work is necessary specifically to fulfil the contract
ii) For consequential loss.
iii) Any excess in total claims over the contract price.
iv) Technical advice or assistance which it was not contractually bound to provide.
v) Loss caused by delay, and
vi) Any loss which the Company is precluded from recovering from a carrier by reason of the Customer's failure to give the notice necessary for such recovery.
e) THE EXPRESS WARRANTIES HEREIN ARE GIVEN IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS IN RESPECT OF QUALITY FITNESS AND THE LIKE, AND GUARANTEES, SAVE THAT ARISING UNDER SECTION 12 OF THE SALE OF GOODS ACT 1893.
5. FORCE MAJEURE
The Company shall be excused non delivery or delay in delivery directly or indirectly caused by, or resulting from, or made fundamentally more onerous by, events or circumstances beyond the Company's reasonable control (including but without limitation suppliers' delays and trade disputes whether of the Company's employees or otherwise). In the event of any deliveries being so suspended or delayed, the period of the contract shall be correspondingly extended, or if deliveries are suspended for six months or more either party may, by notice in writing to the other, cancel the contract whereupon the Company shall either issue a credit note or invoice, as appropriate, in any amount equal to an equitable portion of the total contract price.
6. PAYMENT
Payment shall be made net, and without set off, so as to be received on or before the last day of the calendar month following the month of invoice. The Company shall be entitled to charge simple interest on overdue accounts at a rate of 0.05% per day.
7. TITLE RESERVATION
7.1 Title to the goods shall not pass to the Customer until payment in full of the price therefore. Until such payment the Customer shall have possession of the goods as bailee for the Company and shall ensure that the goods are stored in such a way as to enable them to be identified as the property of the Company. The Customer shall arrange for such goods to be fully insured in any amount not less than the price of the goods.
If the Customer is purchasing the goods for resale the Customer may as agent for the Company sell and deliver the goods to a third part in the ordinary course of the Customer's business on condition that all proceeds of such sale are held in trust for the Company. The Customer hereby agrees forthwith on receipt of written notice from the Company so requesting to assign to the Company all rights and claims which the Customer may have against its Customers arising from such sales until payment is made in full as aforesaid.
7.2 The Company reserves the right to repossess any goods in respect of which payment is overdue and thereafter to resell the same and for this purpose the Customer hereby grants an irrevocable right and licence to the Company to enter upon all or any of its premises with or without vehicles during normal business hours. The right shall continue to subsist notwithstanding the termination of the contract for any reason and is without prejudice to the Company's other rights.
7.3 Should any dispute arise relating to goods not paid for by the Customer and if identical goods have previously been supplied by the Customer, it shall be deemed that any remaining stocks of such goods held by the Customer are those that are unpaid up to the quantity in dispute.
8. EXPORT DELIVERIES
In respect of all contracts for sale of goods or execution of work outside the UK, the Customer will provide any necessary export licences, import licences or exchange control authorisations within a reasonable time.
9. RETURN OF PACKAGES
A charge may be made for pallets or returnable packages, but, if so, full credit will be given if they are returned to the point of despatch carriage paid and in good condition within three months of invoice date.
10. SCHEDULED ORDERS
If there are to be schedules of requirements:
a) No arrears of goods will be subject to cancellation unless agreed in writing between the Customer and the Company; and
b The Customer will be committed to accept delivery of the goods scheduled for the next ensuing three months, and it will be liable for the cost of raw materials and other purchases made by the Company for the purpose of the Customer's scheduled requirements in respect of the following three months thereafter.
11. LAW
The Law of England shall govern the formation, interpretation and enforcement of the contract.
